Requests for the inclusion of items or draft resolutions on the Shareholders’ Meeting agenda made by shareholders who meet the conditions provided for in Article R. 225-71 of the French Commercial Code must be received by the Company no later than twenty-five day prior to the date of the Shareholders’ Meeting, but may not be sent more than 20 calendar days after the publication of the prior meeting notice, in accordance with Article R. 225-73 of the French Commercial Code.
Requests for the inclusion of items on the agenda must be substantiated. The wording of the draft resolutions must accompany requests for the inclusion of such resolutions, and a brief explanation of the reasons may also be given.
On the date of the request, the authors must provide proof of owning or representing the percentage of the capital required by Article R. 225-71 of the French Commercial Code. Requests must be accompanied by proof of entry in an account. Agenda items or draft resolutions that are proposed for inclusion are only reviewed if the authors of the request submit a new certificate proving the registration of the securities in the same accounts on the second day prior to the meeting.
Each shareholder also has the option of sending the Board of Directors written questions of his or her choice. The Board of Directors will answer, or delegates the Chairman and Chief Executive Officer the power to answer, the questions during the meeting, or, in accordance with Article L. 225-108 of the French Commercial Code, the answer is deemed to have been given provided that it is published on the Company’s website.
Written questions must be sent to the Company by registered letter with return receipt or by electronic telecommunication at the latest on the fourth business day prior to the date of the Shareholders’ Meeting. In accordance with Article R. 225-84of the French Commercial Code, these questions must be accompanied by a shareholding certificate, in order to be taken into account.
In accordance with the provisions of Article L. 225-126 of the French CommercialCode, any person, alone or together with other persons, by way of one or more temporary disposals or any transaction that grants the right to or requires the resale or return of said shares to the assignor, who holds a number of shares that represents more than 0.5% of the voting rights in a listed company, must notify the Company and the French Market Authority no later than midnight, Paris time, on the second business day prior to the Shareholders’ Meeting, and when the contract that arranges this transaction remains in force on this date, of the total number of shares held on a temporary basis. In addition to the number of shares acquired, this notification must contain the identity of the assignor, the date and the expiration of the contract that organises the transaction and, as applicable, the voting agreement.
If no information is provided to the Company and the French Market Authority, the shares thus acquired are automatically stripped of voting rights for the Shareholders’ Meeting concerned and for all Shareholder’s Meetings that are held until such shares are resold or returned.
Moreover, the Company representative, a shareholder or the French Market Authority may petition the Commercial Court to order the complete or partial suspension, for a maximum of five years, of the voting rights of any shareholder who fails to provide such information, regardless of whether or not the voting borrowing shareholder has exercised his or her voting rights.
Pursuant to Article L. 111-67 of the French Energy Code and the EDF articles of association, changes in share capital cannot result in the French State’s shareholding falling below the statutory 70% threshold.
Certain shares may carry double voting rights in accordance with the conditions laid down in Act no. 2014-384 of 29 March 2014 (see section 7.2.4 “Rights attached to shares”).
With the exception of the foregoing, no other provision specifically aims to prevent ordelay the takeover of the Company by a third party.
Pursuant to the provisions of the French Commercial Code, any individual or legal entity, acting alone or together with other persons or entities, that acquires a number of shares that represents more than 5%, 10%, 15%, 20%, 25%, 30%, 33.3%,50%, 66.6%, 90% or 95% of the capital or voting rights must inform the Company, no later than prior to the close of business on the fourth trading day following the day on which the shareholding threshold is exceeded, of the total number of shares or voting rights owned (Article R. 233-1 of the French Commercial Code). Moreover, such individuals or legal entities must also inform the AMF of these acquisitions no later than prior to the close of business on the fourth trading day following the day on which the shareholding threshold is exceeded (Article 223–14 of the AMF general regulation). The AMF publishes threshold crossings that are notified to it.
Since 2012, cash payoff or physically-settled derivatives having a similar economic effect to detention of underlying shares, are taken into account for this calculation of threshold crossing (Article L. 233-9(I) 4o bis of the French Commercial Code).Pursuant to AMF general regulations, holders of these financial instruments must take into account the number of shares that carry this type of agreement and financial instruments for the calculation of their participation in the framework of their reporting obligation, and must precise, when they declare threshold crossing, their intention as to the outcome of this type of agreements and financial instruments.
Within the same timeframes and under the same conditions, this information must also be disclosed when the capital or voting rights fall below the thresholds stated above.
Absent a proper declaration, the shares that exceed the fraction which should have been declared in accordance with the provisions of law mentioned above will be stripped of voting rights for all Shareholders’ Meetings that are held during a two-year period following the date on which the effective disclosure is made.
Moreover, the Company’s articles of association provide that any individual or legal entity, acting alone or jointly, who acquires or ceases to hold, directly or indirectly, a number of shares that corresponds to 0.5% of the Company’s capital or voting rights, or a multiple of said fraction, is required to inform the Company, by registered letter with return receipt requested, at the latest before the close of business on the fourth trading day following the day on which the shareholding threshold is exceeded, of the total number of shares, voting rights or equity interests held. The Company’s articles of association state that the rules for the calculation and assimilation of shareholdings applicable to the statutory thresholds, as well as the obligations to provide information on financial instruments that are not assimilated to shares, apply to the disclosure requirements set out in the articles of association for by law thresholds.
Failure to comply with the above provisions is punishable by the loss of voting rights for the shares that exceed the fraction that should have been declared, for allShareholders’ Meetings that are held until the expiration of a two-year period following the date of the effective threshold disclosure provided for above, if the application of this penalty is requested by one or more shareholders who hold at least1% of the Company’s capital. Such requests are recorded in the minutes ofShareholders’ Meetings.
